SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2021
AEA-BRIDGES IMPACT CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
PO Box 1093, Boundary Hall,
Cricket Square, Grand Cayman
|(Address of principal executive offices)||(Zip Code)|
+1 345 814 5825
Registrants telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant||IMPX.U||The New York Stock Exchange|
|Class A ordinary shares, par value $0.0001 per share||IMPX||The New York Stock Exchange|
|Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||IMPX.WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the SEC) released a public statement (the Public Statement) informing market participants that warrants issued by special purpose acquisition companies (SPACs) may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. AEA-Bridges Impact Corp. (the Company) has previously classified its private placement warrants and public warrants (collectively, the warrants) as equity. For a full description of the Companys warrants, please refer to the Companys final prospectus filed in connection with its initial public offering (IPO) on October 2, 2020 (Final Prospectus).
On June 22, 2021, Management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Companys previous audited balance sheet related to its IPO dated October 5, 2020, its quarterly unaudited financial statements as of and for the period ended September 30, 2020 and its audited financial statements as of December 31, 2020 and for the period from July 29, 2020 (inception) to December 31, 2020 (the Affected Periods) should no longer be relied upon due to changes required for alignment with the SECs Public Statement. The SECs Public Statement discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Public Statement indicated that when one or more of such features is included in a warrant, the warrant should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings. Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed, the Company concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which the Company should record the warrants as liabilities on the Companys balance sheet. The Company has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and intends to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 30, 2021 (the Amended 10-K) reflecting this reclassification of the warrants for the Affected Periods. The Company is working diligently with an independent valuation expert to finalize the valuation of the warrants and file the Amended 10-K as soon as practicable. The adjustments to the financial statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously reported amounts.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: June 24, 2021|| |
AEA-BRIDGES IMPACT CORP.
Title:Director, Chairman, Co-Chief Executive Officer